EX-10.9





 Exhibit 10.9 

RESOURCES CONNECTION, INC 

2014 PERFORMANCE INCENTIVE PLAN — CANADA 

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION 
  

	1.	Vesting; Limits on Exercise; Incentive Stock Option Status. 

 The Option shall
vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and
exercisable. 
  

	 	•	 	Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until
the expiration or earlier termination of the Option. 

  

	 	•	 	No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated. 

  

	 	•	 	Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code. 


 

	2.	Continuance of Employment/Service Required; No Employment/Service Commitment. 


The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the
applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or
avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan. 

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of
its Subsidiaries, affects the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the Corporation or any
Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Grantee’s other
compensation. 
  

	3.	Method of Exercise of Option. 

 The Option shall be exercisable by the delivery to
the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: 

 

	 	•	 	a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to
time, 

  

	 	•	 	payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing
requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the
exercise date; 

  

	 	•	 	any written statements or agreements required pursuant to Section 8.1 of the Plan; and 

  

	 	•	 	satisfaction of the tax withholding provisions of Section 8.5 of the Plan. 

 The Administrator also may,
but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. 

Grantees subject to taxation in Canada on employment income may not tender Common Stock nor shall Common Stock issuable to such Grantees be reduced by the
Corporation to satisfy all or a portion of the Exercise Price of the Common Stock or required tax withholdings. Grantees subject to taxation in Canada on employment income hereby also waive all rights to pay any portion of the Exercise Price, or tax
withholdings through the tender of Common Stock, where such Common Stock has been held by the Grantee for less than two years from the date issuance. 













	4.	Early Termination of Option. 

 4.1 Possible Termination of Option upon
Certain Corporate Transactions. The Option is subject to termination in connection with certain corporate transactions or similar reorganization events as provided in Section 7.2 of the Plan. 

4.2 Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the
Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed
by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): 
  

	 	•	 	other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that
it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the
3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period;


  

	 	•	 	if the termination of the Grantee’s employment or services is the result of the Grantee’s death, Total Disability (as defined below), or Retirement (as defined below), then (a) the Grantee (or his
beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall
terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of
business on the last day of the 12-month period; 

  

	 	•	 	if the Grantee voluntarily terminates his or her employment or services (other than due to the Grantee’s death, Total Disability or Retirement), then (a) the Grantee will have until the date that is 30 days
after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period;


  

	 	•	 	if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. 


For purposes of the Option, “Total Disability” means a “total and permanent disability” within the meaning of
Section 22(e)(3) of the Code and such other disabilities, infirmities, afflictions, or conditions as the Administrator may include. 

For purposes of the Option, “Cause” means any act of theft, embezzlement, fraud, dishonesty, gross negligence, repeated
failure to perform assigned duties, a breach of fiduciary duty to the Corporation or a breach of or deliberate disregard of the applicable law or policy of the Corporation or any of its Subsidiaries in any material respect, the unauthorized
disclosure of any trade secrets or confidential information of the Corporation, unfair competition with the Corporation, inducement of any customer of the Corporation to break any contract with the Corporation, or inducement of any principal for
whom the Corporation acts as agent to terminate such agency relationship. For purposes of the Option, a termination of employment or services for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the
Administrator) on the date when the Corporation or any of its Subsidiaries delivers notice to the Grantee of Cause and shall be final in all respects on the date the Grantee’s service is terminated. For purposes of this definition, the
Corporation includes any affiliate of the Corporation. 
 For purposes of the Option, “Retirement” means retirement with
the consent of the Corporation or any of its Subsidiaries from active service as an employee or officer of the Corporation or any of its Subsidiaries on or after attaining (a) age 55 with ten or more years of employment with the Corporation or
any of its Subsidiaries, or (b) age 65. 
 In all events the Option is subject to earlier termination on the Expiration Date of the
Option or as contemplated by Section 4.1. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement. 













	5.	Non-Transferability. 

 The Option and any
other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan. 

 

	6.	Notices. 

 Any notice to be given under the terms of this Option Agreement shall
be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either party may
hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee
prepaid) in a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to
have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 6. 
  

	7.	Plan. 

 The Option and all rights of the Grantee under this Option Agreement are
subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the Plan, incorporated herein by this reference. In the event of a conflict or inconsistency between the terms and conditions of this Option Agreement and of the
Plan, the terms and conditions of the Plan shall govern. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Grantee acknowledges having read and understanding the Plan, the Prospectus for
the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to
create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan
after the date hereof. 
  

	8.	Entire Agreement. 

 This Option Agreement (including these Terms) and the Plan
together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to
Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the
Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 
  

	9.	Governing Law. 

 This Option Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder. 
  

	10.	Effect of this Agreement. 

 Subject to the Corporation’s right to terminate
the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation. 

 

	11.	Counterparts. 

 This Option Agreement may be executed simultaneously in any number
of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
  

	12.	Section Headings. 

 The section headings of this Option Agreement are for
convenience of reference only and shall not be deemed to alter or affect any provision hereof.